10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q/A

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For Quarter Ended:                                                      June 30, 2011

Commission File Number:                                                                814-00720

LOS ANGELES SYNDICATE OF TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-5655532
(State or Jurisdiction of	(IRS Employer ID No)
Incorporation or Organization)

3651 Lindell Road, Suite D #146, Las Vegas, NV  89103

(Address of principal executive office) (zip code)

(702) 943-0320

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    X      No         .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to file such files).  Yes    No         .

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer [   ] Accelerated filer [   ] Non-accelerated filer [ X ]  Smaller reporting company [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [   ] No [X].

The number of shares outstanding of registrant’s common stock, par value $.001 per share, as of June 30, 2011, is 11,629,399 shares.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Los Angeles Syndicate of Technology Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the Securities and Exchange Commission on August 22, 2011, is solely to furnish Exhibit 101 to the Form 10-Q and make conforming changes to Item 6. Exhibits.  Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). No other substantive changes have been made to the Form 10-Q. This Amendment does not reflect events that may have occurred subsequent to the original filing date.

ITEM 6:                       EXHIBITS

The following exhibits are filed with this report on Form 10-Q.

Exhibit 31       Certifications pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 31.1 of the Quarterly Report on Form 10-Q filed with the Commission on August 22, 2011).

Exhibit 32       Certifications pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 of the Quarterly Report on Form 10-Q filed with the Commission on August 22, 2011).

Exhibit 101     Interactive data files pursuant to Rule 405 of Regulation S-T.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LOS ANGELES SYNDICATE OF TECHNOLOGY, INC.
DATE		SIGNATURE/TITLE
September 13, 2011		By:           /s/ Bryce Knight
		Bryce Knight
		Chief Executive Officer and
		Chairman
September 13, 2011		By:           /s/ James Jago
		James Jago
		Chief Financial Officer

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Condensed Statements of Net Assets Parentheticals (USD $)	Jun. 30, 2011	Dec. 31, 2010
Common stock, par or stated value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	11,629,399	11,629,399
Common stock, shares outstanding	11,889,363	11,889,363

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Condensed Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Controlled investments	$ 30,000	$ 0	$ 57,500	$ 0
Non-controlled investments	0	0	0	0
Total revenues	30,000	0	57,500	0
Officer and employee compensation	9,400	15,000	68,400	30,000
Professional fees	19,062	10,096	26,248	25,428
Director fees	2,250	0	2,250	2,000
Website expense	213	0	1,016	3,623
Rent	6,583	7,622	13,933	15,392
Office supplies and expenses	1,374	0	4,216	0
Other general and administrative expense	10,626	2,380	15,568	3,897
Total expenses	49,508	35,098	131,631	80,340
Earnings (loss) before income taxes	(19,508)	(35,098)	(74,131)	(80,340)
Income tax expense (benefit)	0	0	0	0
Net earnings (loss) from operations	(19,508)	(35,098)	(74,131)	(80,340)
Net realized loss on investments, net of income taxes of none	(393)	0	(393)	0
Net unrealized appreciation (depreciation) of investments	(27,374)	(124)	2,862,801	(124)
Net realized and unrealized gains (losses)	(27,767)	(124)	2,862,408	(124)
Net increase (decrease) in net assets (liabilities) from operations	$ (47,275)	$ (35,222)	$ 2,788,277	$ (80,464)
Net increase (decrease) in net assets (liabilities) from operations per share, basic and diluted	$ 0.00	$ (0.03)	$ 0.24	$ (0.07)
Weighted average common shares outstanding, basic and diluted	11,589,843	1,224,776	11,618,211	1,224,776

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Document and Entity Information	3 Months Ended
	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	LOS ANGELES SYNDICATE OF TECHNOLOGY, INC.
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000912844
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	11,629,399
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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RELATED PARTY TRANSACTIONS

3 Months Ended

Jun. 30, 2011

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5:                      RELATED PARTY TRANSACTIONS

The officer and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities as they become available. The officer and directors may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

On September 27th, 2010 the Company entered into restricted share purchase agreements to offer restricted shares of the Company’s common stock for $.02 per share.  The Company issued 11,510,000 shares to the CEO and 21 other individuals that had been engaged to join last.vc as executive officers, advisors, and consultants.  The share purchase agreement contains a one year lock on the transfer of the shares and a 36 month vesting and repurchase provision that allows the Company to repurchase unvested shares at cost should an individual break the terms of their engagement agreement.

On September 28th, 2010 the Company issued 350,000 shares of Company common stock to Brad Curry pursuant to a debt to equity conversion agreement.  Under the agreement, Mr. Curry agreed to convert $3,500 remaining debt to common stock at $.01 per share and forgive $3,000 of debt owed by the Company.

 On November 24, 2008, the Company amended its Letter of Intent dated October 1, 2008, in which the Company agreed to acquire working interests in certain oil and gas properties and two operating companies from a shareholder, Xtreme Oil & Gas, Inc.  The parties agreed to extend the closing date until March 30, 2009, in exchange for issuance of 50,000 shares of the Company’s common stock to Xtreme as an extension fee.  The total purchase price was to be reduced by the extension fee.  The shares were originally valued at $1,275,000, the amount at which the stock was trading on the date of the amendment and the total was initially expensed as an extension fee.  On April 6, 2009, the Company and Xtreme agreed to rescind the extension agreement and the 50,000 shares were returned to the Company and cancelled.  The LOI expired under its original terms on December 31, 2008, therefore the extension fee is not reflected in the financial statements.  Xtreme owned 32.66% of the Company's common stock as of December 31, 2009.  On May 10, 2010, Xtreme entered into a stock purchase agreement with the Company's CEO and the Company's CEO acquired the 8,000 shares previously owned by Xtreme.

At June 30, 2011 and December 31, 2010, the Company owed its CEO $124,546 and $311,862, respectively, for loans, accrued compensation and expense reimbursements, which is included in due to related parties.  The amount owed at December 31, 2010 includes a non-interest bearing convertible note in the amount of $133,807 which is convertible at $0.50 per share or NAV per share, whichever is greater (188,460 shares at December 31, 2010).  NAV at December 31, 2010 is $0.71per share.  On March 30, 2011, the Company issued its CEO 175,000 shares of its common stock in exchange for $175,000 owed to the CEO.

Officer’s compensation and director’s fees related to the services provided by Bryce Knight, CEOand Director of the Company, are paid directly to Knight Inc. (formerly Knight Enterprises, Inc.), a Nevada corporation 100% owned by Bryce Knight.

As a result of the Xtreme merger not being completed and effective July 1, 2010, officers and employees of Xtreme returned 5,800 shares of the Company's common stock to be cancelled.  Mr. Knight also returned 541 shares to be cancelled.  The 6,341 shares were cancelled by the transfer agent on July 19, 2010.  The cancellation of the shares was recorded as a contribution to capital by the shareholders on July 1, 2010.

Effective July 11, 2010, Knight, Inc., wholly owned by Bryce Knight, Chief Executive Officer of the Company, acquired 10,000 newly issued shares of the Company's common stock in exchange for $5,000 in cash previously paid to the Company.  On September 27, 2010, Knight, Inc. acquired 3,250,000 shares pursuant to a share purchase agreement in exchange for $65,000 owed to Knight, Inc.

During the quarter ended March 31, 2011 Vineet Jindal and Brendon Crawford, previously the Chief Investment Officer and Chief Technology Officer of last.vc, resigned from LAST to assume the Chief Executive Officer and lead engineer positions, respectively, at Stockr, a majority owned portfolio company of last.vc.

On February 12, 2011 the Company’s Board of Directors were notified by Management that the Company would exercise its repurchase optionto purchase 2,700,000 shares of Company Common Stock pursuant to its Share Purchase Agreement and Employment Agreement with Mr. Jindal.  Per the terms of the agreement, last.vc repurchased 600,000 shares at Mr. Jindal’s cost value and then cancelled those shares.  The Company transferred its right to repurchase the remaining 2,100,000 to employees of last.vc, who repurhased these shares at Mr. Jindal’s original cost value.

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DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

3 Months Ended

Jun. 30, 2011

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1:                      DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Business and Operations

Overview

Los Angeles Syndicate of Technology, Inc. (“last.vc”) is a technology incubator that creates, builds, and invests in web and mobile technology companies. We develop businesses in digital media, consumer internet, and social networking, and own six companies at different stages of development.

We supply our companies with the capital to cultivate their initial product, and provide hands-on support services to reduce startup costs and accelerate time to market. Our services include product development and design, corporate formation and structure, and exposure to additional financing.  last.vc also provides office space, financial and accounting resources, marketing and branding, and legal guidance.  By offering these services, we enable our network of entrepreneurs to focus on developing their products.  We believe that this structure offers the most value for entrepreneurs and the highest return potential to investors, and results in efficiencies in how companies are built and brought to market.

Our mission is to foster technology innovation in Los Angeles by partnering with the most talented entrepreneurs in southern California and providing them with the capital and tools to bring their ideas to market.  Los Angeles has no shortage of entrepreneurs or innovation, but currently lacks the infrastructure, capital and expertise to develop these businesses as efficiently as other markets. last.vc is working to change this.

last.vc operates as an internally-managed, non-diversified, closed-end investment company that has elected to be treated as a business development company (“BDC”) under the Investment Company Act of 1940. From incorporation through December 31, 2010, the Company was taxed as a corporation under Subchapter C of the Internal Revenue Code of 1986, (the “Code”). Effective January 1, 2011, the Company has elected to be treated for tax purposes as a regulated investment company, or RIC, under the Code (see Note 7).

History

The Company, formerly Bay Street Capital (“BSC”), Small Cap Strategies (“SCS”), and Photonics Corporation (“Photonics”), was re-domiciled in Nevada through a reverse merger effective on September 30, 2006 where Photonics, a California corporation, merged into Small Cap Strategies, Inc., a Nevada corporation, with SCS being the surviving entity.  The effect of this corporate action was to change the Company’s state of incorporation from the State of California to the State of Nevada.

On March 7, 2006 the Company filed a notification under Form N54a with the SEC indicating our election to be regulated as a business development company under the 1940 Act.

On November 24, 2008, the Company filed Form N-54C with the Securities and Exchange Commission (“SEC”) to notify the SEC of the withdrawal of our previous election to be regulated as a Business Development Company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”).  This action was taken to best facilitate a planned business model of developing and producing oil and natural gas.  The Company entered into a letter of intent to acquire all the major oil and gas properties of Xtreme Oil & Gas, Inc. (XTOG.OB), which was a major shareholder of the Company.  After several attempts to reach a deal to purchase the properties of Xtreme, it became evident that a deal could not be reached by the 4th Quarter of 2009.

The Board of Directors resolved on November 15, 2009 that the Company would again pursue the business model of an investment and management company. On April 12, 2010, we filed Form N-54a with the SEC to elect to be treated as a BDC governed under the Investment Act of 1940.

On July 20, 2010, the Company’s Board of Directors unanimously approved and a majority of shareholders consented to a Name Change to Bay Street Capital, Inc. and authorized the Company in enact a 1 for 50 reverse stock split of the Company’s outstanding Common Stock.  Both corporate actions were effective with FINRA on August 31, 2010.

On September 24, 2010 the Company’s Board of Directors unanimously approved and a majority of shareholders consented to a Name Change to Los Angeles Syndicate of Technology, Inc.  The name change was effective with FINRA on October 14, 2010.

On February 9, 2011 the Company’s Board of Directors were notified by Vineet Jindal that he was resigning as Chief Investment Officer of last.vc effective immediately in order to assume the role of Chief Executive Officer of Stockr, Inc., a majority owned portfolio company of last.vc.

On February 12, 2011 the Company’s Board of Directors were notified by Management that the Company would exercise its repurchase optionto purchase 2,700,000 shares of Company Common Stock pursuant to its Share Purchase Agreement and Employment Agreement with Mr. Jindal.  Per the terms of the agreement, last.vc repurchased 600,000 shares at Mr. Jindal’s cost value and then cancelled those shares.  The Company transferred its right to repurchase the remaining 2,100,000 to employees of last.vc, who repurhased these shares at Mr. Jindal’s original cost value.

The Company currently operates as an internally managed closed-end non-diversified Business Development Company and is traded under the symbol “LAST”.

Pursuant to Regulation S-X, Rule 6, the Company operates on a non-consolidated basis.  Operations of portfolio companies are reported at the portfolio company level and only the appreciation or impairment of these investments is included in the Company’s financial statements.  Pursuant to FASB Topic 250, the Company had a change in accounting principle when it re-elected to BDC status.  Topic 250 requires retroactive restatement of the company’s financial statements to conform to the current presentation for all periods presented.

Unaudited Condensed Interim Financial Statements Basis of Presentation

Interim financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments necessary for the fair presentation of financial statements for the interim periods have been included. The current period’s results of operations are not necessarily indicative of results that ultimately may be achieved for the year. The interim unaudited financial statements and notes thereto should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2010, as filed with the Securities and Exchange Commission.

The accompanying financial statements reflect the accounts of last.vc and the related results of its operations. In accordance with Article 6 of Regulation S-X under the Securities Act of 1933 and Securities Exchange Act of 1934, the Company does not consolidate portfolio company investments in which the Company has a controlling interest.

GOING CONCERN

The Company incurred a loss from operations of $19,508 and $74,131during the three and six months ended June 30, 2011, respectively.  The Company’s only sources of cash flow have been from the sale of the Company’s restricted common stock, management fees from portfolio companies and loans from the CEO.

The Company is in process of raising funds through private placements of common stock to meet its operating expense requirements and to meet the initial funding requirements of its controlled portfolio companies.  If the Company is unable to continue to raise sufficient capital to meet its operating needs, doubt exists regarding the Company's ability to continue as a going concern.

The financial statements do not include any adjustments that may result from the outcome of these uncertainties.

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INCOME TAXES

3 Months Ended

Jun. 30, 2011

INCOME TAXES

INCOME TAXES

NOTE 7:                      INCOME TAXES

The Company intends to operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and, as such, will not be subject to federal income tax on the portion of taxable income and gains distributed to stockholders.

To qualify as a RIC, we are required to meet certain income and asset diversification tests. In addition, in order to be eligible for pass-through tax treatment as a RIC, we must distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable income” as defined by the Code.

Taxable income includes the Company’s taxable interest, dividend and fee income, as well as taxable net capital gains. Taxable income generally differs from net income for financial reporting purposes due to temporary and permanent differences in the recognition of income and expenses, and generally excludes net unrealized appreciation or depreciation, as gains or losses are not included in taxable income until they are realized.

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SUBSEQUENT EVENTS

3 Months Ended

Jun. 30, 2011

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 8:                      SUBSEQUENT EVENTS

N/A

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Jun. 30, 2011

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6:                      COMMITMENTS AND CONTINGENCIES

General

From time-to-time, some of the Company’s portfolio companies may receive correspondence or other notices of alleged breach of license agreement or other contract. Some of these notifications provide a period of time in which to cure an alleged breach or default. The failure of the Company’s portfolio companies to cure an alleged breach or default may have a material adverse impact on the Company’s results of operations and financial position.

Leases

The Company currently maintains its corporate office at 3651 Lindell Road, Suite D #146, Las Vegas, Nevada 89103 on a month-to-month basis.  In addition, we have maintained an operations office on a month-to-month basis in Santa Monica, California.  In March 2010, the Company leased a second operations office at a rate of $2,300 per month to accommodate ourexpanding operations .  The lease commenced April 1, 2010 for a period of two years.  Rent expense amounted to $6,583 and $7,622 during the three months ended June 30, 2011 and 2010, respectively.

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Condensed Statements of Changes in Net Assets (Liabilities) (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Net earnings (loss) from operations	$ (74,131)	$ (80,340)
Net realized gain (loss) on sale of investments	(393)	0
Net unrealized appreciation (depreciation) of investments	2,862,801	(124)
Net increase (decrease) in net assets (liabilities) from operations	2,788,277	(80,464)
Decrease in deferred tax liability (1)	2,585,000	0
Cash	165,000	0
Amounts due related parties	175,000	0
Stock subscriptions collected	52,650	0
Rescission of investment acquisition	(65,000)	0
Net increase in net assets from stock transactions	327,650	0
Net increase (decrease) in net assets (liabilities)	5,700,927	(80,464)
Net assets (liabilities), beginning of period	5,829,470	(177,115)
Net assets (liabilities), end of period	$ 11,530,397	$ (257,579)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Jun. 30, 2011

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2:                      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

As noted above, when the Company filed its election to be regulated pursuant to the 1940 Act, it resulted in a change in accounting principle.  Accordingly, the financial statements have been restated as if the Company was operating as a BDC for all periods presented.  Pursuant to Regulation S-X, Rule 6, the Company will operate on a non-consolidated basis.

Management Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. None of the Company’s cash is restricted.

Net Increase (Decrease) in Net Assets (Liabilities) from Operations Per Share (Earnings (Loss) per Share)

The Company is required to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all potentially dilutive shares outstanding.  At June 30, 2011 and 2010, there are no potentially dilutive common stock equivalents.  Accordingly, no common stock equivalents are included in the earnings (loss) per share calculations and basic and diluted earnings per share are the same for all periods presented.

Valuation of Investments (as an Investment Company)

As a BDC, we are regulated by the Investment Company Act of 1940 (the “Act”). Section 2(a)(41) of the Act defines Value as (i) the market price for those securities for which a market quotation is readily available and (ii) for all other securities and assets, fair value is determined in good faith by the Board of Directors (“BOD”). We expect that few, if any, of our portfolio companies will have market quotations, and as such, we expect to rely on market transactions involving our portfolio companies and the fair value determined in good faith by our BOD for the valuation of our portfolio companies. Prior to this conversion, only marketable debt and equity securities and certain derivative securities were required to be carried at market value.

Portfolio assets for which market prices are available are valued at those prices. Securities that are traded in the over-the-counter market or on a stock exchange generally will be valued at the prevailing bid price on the valuation date.  However, some of the Company’s current investments were acquired in privately negotiated transactions and may have no readily determinable market values. These securities are carried at fair value as determined by the BOD and outside professionals as necessary under the Company’s valuation policy. Currently, the valuation policy provides for management’s review of the management team, financial conditions, and products and services of the portfolio company. In situations that warrant such an evaluation, an independent business valuation may be obtained.

Income Taxes

The Company intends to operate so as to qualify to be taxed as a RIC under Subchapter M of the Code and, as such, will not be subject to federal income tax on the portion of taxable income and gains distributed to stockholders (See Note 7).

As of June 30, 2011 and 2010, the Company had no accrued interest or penalties relating to any tax obligations.  The Company currently has no federal or state examinations in progress, nor has it had any federal or state tax examinations since its inception.  The last three years of the Company's tax returns are subject to federal and state tax examination.

Comprehensive Income

All items required to be recognized under accounting standards as components of comprehensive income are required to be reported in a financial statement that is displayed with the same prominence as other financial statements. Standards require that an enterprise (a) classify items of other comprehensive income by their nature in financial statements and (b) display the accumulated balance of other comprehensive income separately in the equity section of the balance sheet for all periods presented. The Company’s comprehensive income (loss) does not differ from its reported net income (loss).

As an investment company, the Company must report changes in the fair value of its investments outside of its operating income on its statement of operations and reflect the accumulated appreciation or depreciation in the fair value of its investments as a separate component of its stockholders’ deficit. This treatment is similar to the treatment discussed above.

Fair Value of Financial Instruments

Disclosure of fair value information about financial instruments is required when it is practicable to estimate that value.  The carrying amounts of the Company’s cash, marketable equity securities, accounts receivable and accounts payable approximate their estimated fair value due to the short-term maturities of these financial instruments and because related interest rates offered to the Company approximate current rates.

Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation.  Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets (generally five and seven years).  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted.  Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists at June 30, 2011 and December 31, 2010.  Maintenance and repairs are charged to operations when incurred.  Betterments and renewals are capitalized.  When property and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.

Stock Based Compensation

The compensation cost relating to share-based payment transactions (including the cost of all employee stock options) is required to be recognized in the financial statements.  That cost will be measured based on the estimated fair value of the equity or liability instruments issued. The Company’s financial statements reflect an expense for all share-based compensation arrangements granted on or after January 1, 2006 and for any such arrangements that are modified, cancelled or repurchased after that date, based on the grant-date estimated fair value.

As of June 30, 2011 and December 31, 2010 there were options outstanding for 434 shares from the 1997 Plan.  These options expire in September 2011.

Concentration of Credit Risk

Cash is maintained at financial institutions.  The Federal Deposit Insurance Corporation (“FDIC”) insures accounts at each institution for up to $250,000.  At times, cash balances may exceed the FDIC insurance limit of $250,000.

Recent Accounting Pronouncements

There are several new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company.  At June 30, 2011, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company.

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INVESTMENTS AND VALUATION

3 Months Ended

Jun. 30, 2011

INVESTMENTS AND VALUATION

INVESTMENTS AND VALUATION

NOTE 3:                      INVESTMENTS AND VALUATION

The Company’s investment securities are summarized as follows at June 30, 2011 and December 31, 2010, the valuation of which are all based on Level 3 inputs:

	2011		2010
Cost	$	288,316	$	245,352
Unrealized appreciation (depreciation)		11,327,997		8,465,196
Fair market value	$	11,616,313	$	8,710,548

We follow Accounting Standards Codification (‘‘ASC’’) Topic 820 — Fair Value Measurements and Disclosures (“Topic 820”) for measuring the fair value of portfolio investments. Fair value is the price that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation models involve a degree of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.

Our fair value analysis includes an analysis of recent capital transactions with unrelated investors, the future cash flow projections of our investments, value of intellectual property and other proprietary assets. Financial investments recorded at fair value in the Company’s financial statements are categorized for disclosure purposes based upon the level of judgment associated with the inputs used to measure their value. The valuation hierarchical levels are based upon the transparency of the inputs to the valuation of the investment as of the measurement date. Topic 820 provides the following description of the three levels:

Level 1:                 Inputs are unadjusted, quoted prices in active markets for identical financial instruments at the measurement date.

Level 2:                 Inputs include quoted prices for similar financial instruments in active markets and inputs that are observable for the financial instruments, either directly or indirectly. Level 2 inputs also include inputs, other than quoted prices, that are observable for the asset or liability being valued, either directly or indirectly.

Level 3:                 Inputs include unobservable inputs for the asset or liability. The inputs into the determination of fair value are based upon the best information available and require management judgment.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and we consider factors specific to the investment.

The following section describes the types of inputs we use for level 3 within the fair value hierarchy in which the investment is categorized, and the valuation techniques we use to measure the fair value of our investments.

Level 3 inputs we use include the terms of recent capital transactions with unrelated investors, financial statement metrics of comparable companies, nonfinancial-statement metrics of comparable companies, projected cash flows of our investments, applicable discount rates, the value of developed intellectual property, the value of the domain name and other proprietary assets.

At June 30, 2011, all of our portfolio investments are valued based on level 3 inputs.

The Financial Accounting Standards Board (“FASB”) provides guidance on the determination of fair value. Accounting Standards Codification Topic 820 establishes a framework for measuring fair value that includes three distinct valuation techniques, (i) the Market Approach, (ii) the Income Approach and (iii) the Cost Approach. There is no single standard for determining fair value in good faith under any of these approaches, and as a result, determining fair value requires judgment be applied to the facts and circumstances of each of our portfolio investments. Topic 820 notes that in some cases the use of multiple valuation techniques will be appropriate. Under such circumstances, Topic 820 recommends that the results of the various techniques be evaluated and weighted appropriately. For investments where multiple valuation techniques are used to measure fair value, management evaluates and weights the results, considering the reasonableness of the range indicated by those results.

Following are descriptions of each technique and how we apply them to our portfolio companies.

Market Approach.  The market approach uses prices and other relevant information generated by market transactions involving our portfolio companies, or identical or comparable assets or liabilities. Common applications of this approach include our use of the valuation implied by market transactions in our portfolio companies by unrelated investors and market multiples derived from a set of comparable companies. When determining fair value under the Market Approach, we often draw from the terms of recent capital transactions with unrelated investors.

Income Approach. The income approach incorporates estimates of future cash flows or earnings and discounts them to a single present value based on current market expectations. Under the Income Approach we apply multiplediscounted cash flow (“DCF”) methods to derive estimates of fair value.

Asset Approach. The asset approach is based on the replacement cost of an asset. When applying this approach, we consider the cost to a market participant to acquire or construct a substitute asset of comparable utility, adjusted for obsolescence.

As an investment company, the Company will invest in illiquid securities including equity securities of private companies. The structure of each equity security is specifically negotiated to enable the Company to protect its investment and maximize its returns. The Company’s investments are generally subject to some restrictions on resale and generally have no established trading market.

We expect that the majority of our investments will continue to be recorded at fair value based on Level 2 and Level 3 inputs and values determined in good faith by our Board of Directors utilizing the input of our management and advisory board. With respect to investments for which market quotations are not readily available, we undertake a disciplined valuation process on a quarterly basis, which is detailed below.

1.   Management considers which fair value techniques are applicable based on the type of investment being valued. If applying the asset approach, our management team aggregates the costs spent to develop the business and estimates the current cost to replicate such technology by another party. Under the market approach, our management team considers all transactions involving the portfolio company, as well as examine the current valuation levels of comparable investments. When applying the income approach, our management team develops cash flow forecasts and utilizes various discounted cash flow valuation techniques to approximate fair value. Management evaluates and weights the resulting valuations, considering the reasonableness of the range indicated by those results.

2.   Preliminary valuation conclusions are discussed with the BOD and subsequently discussed with members of our advisory board.

3.   The BOD considers the proposed valuations and determines the value of our portfolio companies in good faith based on the input of our management team and our advisory board.

We will record unrealized depreciation on investments when we believe that an investment has decreased in value or if the collection of a loan is doubtful. Conversely, we will record unrealized appreciation if we believe that the underlying portfolio company has appreciated in value and, therefore, our investment has also appreciated in value, where appropriate.

 At June 30, 2011, 100% of our assets represented investments in portfolio companies recorded at fair value, as determined by our BOD. Due to the inherent uncertainty in determining the fair value of investments that do not have a readily available market value, the fair value of our investments determined in good faith by our Board of Directors may differ significantly from the value that would have been used had a ready market existed for such investments, and the differences could be material. Additionally, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the valuations currently assigned.

Our Portfolio of Investments

The following table represents our schedule of our controlled investments as of June 30, 2011.

Company	Industry	Sub-Industry	% Owned			Market Value
Virurl, Inc.	Web-based tech	Advertising		64.0	%		2,887,440
Stockr, Inc.	Web-based tech	Financial Services		62.6	%		2,661,455
LottoPals, Inc.	Web-based tech	Social Gaming		97.8	%		3,000,000
Clowd, Inc.	Web-based tech	Location-based Communication		99.6	%		2,987,551
Sanguine Biosciences, Inc.	Biotechnology	Life Science		42.0	%		59,077
Stocktown Productions, Inc.	Creative Arts	Productions		50.0	%		20,790
						$	11,616,313

The following are descriptions of our portfolio companies.

1)   Virurl, Inc – virurl.com (beta)

Virurl, Inc. (“Virurl”), is an online advertising platform that allows advertisers to pay people to share links with their friends. By creating a forum where users are paid for sharing links, the VIRURL platform empowers content creators and advertisers to tap the organic social networks of the web to drive traffic to their sites.

Virurl is a “human-powered” advertising engine, enabling users to monetize what they are already doing - sharing links with their friends.

2)   Stockr, Inc. – stockr.com (stealth)

 Stockr, Inc. (“Stockr”) is a social platform for the stock market.  Stockr connects to every major brokerage firm in the United States, enabling users to see and discuss which stocks other users are trading in real-time. Users are empowered to exchange trading ideas, track the trades of those within their network, and gauge their investment performance relative to the Stockr community. Stockr embraces the social element of investing, and brings identity and transparency to an otherwise anonymous environment, unveiling a new layer of market information.

3)   Clowd, Inc. – clowd.com (stealth)

Clowd, Inc. (“Clowd”) is a communication platform that connects users based on location, not on who they know or follow. Clowd enables users to engage with those nearby from their phone to see the conversations happening at that moment. From nearby conversations among conference attendees to mobilized groups in distant countries, Clowd helps you connect with similar people in unfamiliar environments.

4)   LottoPals, Inc. – lottopals.com (stealth)

LottoPals, Inc. (“LottoPals”) is developing web and mobile applications to allow people to play state lotteries with their friends online. Every week, millions of people play the lottery, both individually and by forming pools with friends, family and coworkers. LottoPals is bringing the lottery online, making the experience more convenient and fun.

5)   Sanguine Biosciences, Inc. – sanguinebio.com (live)

Sanguine Biosciences provides highly viable primary human cells and tissues to the academic and industrial life science research community. The product offering spans customers’ needs mainly in the In Vitro Research & Development stage of Drug Development. The organization holds proprietary cryopreservation technology that allows for >90% post-thaw viability of primary human cells and tissues. Sanguine’s vision is to develop into the global leader in high quality cells and tissues for life science research and development.

6)   Stocktown Productions, Inc. – stocktownproductions.com (live)

Stocktown Productions is a creative production company based in Santa Monica, California, specializing in video, animation and visual effects. In addition to video production, Stocktown provides webdesign, photography and graphic design work- bringing an original style and cutting-edge concepts to each project.

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COMPOSITION OF NET ASSETS (STOCKHOLDERS’ EQUITY)

3 Months Ended

Jun. 30, 2011

COMPOSITION OF NET ASSETS (STOCKHOLDERS' EQUITY)

COMPOSITION OF NET ASSETS (STOCKHOLDERS' EQUITY)

NOTE 4:                      COMPOSITION OF NET ASSETS (STOCKHOLDERS’ EQUITY)

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 with each share having one voting right.  There are 11,629,399 and 11,889,363 common shares outstanding at June 30, 2011 and December 31, 2010, respectively.

During the six months ended June 30, 2011, the Company sold 165,000 shares of its common stock for $165,000 in cash, issued 175,000 shares of its common stock for $175,000 due to its CEO, rescinded the acquisition of one investment valued at $65,000 for which 3,250,000 shares of its common stock had been issued, cancelled 600,000 of these shares and obtained stock subscriptions for the remaining 2,650,000 shares of common stock.

Effective August 31, 2010, the Company completed a 50:1 reverse stock split.  All share transactions disclosed in the financial statements have been restated to give effect to the change.

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Condensed Statements of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Net increase (decrease) in net assets (liabilities) from operations	$ 2,788,277	$ (80,464)
Net unrealized appreciation (depreciation) of investments	2,862,801	(124)
Net realized gain (loss) on sale of investments	(393)	0
Advances to Portfolio Companies	(108,357)	0
Depreciation and amortization	1,518	1,047
Deposits and prepaid expenses	0	(4,600)
Increase (decrease) in accounts payable	7,101	900
Increase in amounts due to related parties	(12,316)	78,805
Net cash provided (used) by operating activities	(186,185)	(4,188)
Purchase of furniture and equipment	0	(7,421)
Net cash used in investing activities	0	(7,421)
Proceeds from issuance of common stock	165,000	0
Collection of stock subscriptions	52,650	0
Net cash provided by (used in) financing activities	217,650	0
Net increase (decrease) in cash and cash equivalents	31,465	(11,609)
Cash and cash equivalents, beginning of period	374	15,808
Cash and cash equivalents, end of period	31,839	4,199
Interest paid	0	0
Income taxes paid	0	0
Amounts due related parties	175,000	0
Stock subscriptions receivable cancelled	12,000	0
Rescission of investment acquisition	$ (65,000)	$ 0

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Schedule of Investments (USD $)	Jun. 30, 2011	Dec. 31, 2010
Historical cost	$ 288,316	$ 244,959
Fair value	11,616,313	8,709,974
Cash and other assets, less liabilities	(85,916)	(2,881,078)
Net asset value at June 30, 2011 and December 31, 2010	$ 11,530,397	$ 5,829,470

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Condensed Statements of Net Assets (USD $)	Jun. 30, 2011	Dec. 31, 2010
Controlled (cost $288,289 at June 30, 2011 and $244,959 at December 31, 2010)	$ 11,616,313	$ 8,709,974
Non-controlled (cost $0 at June 30, 2011 and $393 at December 31, 2010)	0	574
Total investments	11,616,313	8,710,548
Cash and cash equivalents	31,839	374
Office furniture and equipment, net	11,321	12,839
Deposit	4,600	4,600
TOTAL ASSETS	11,664,073	8,728,361
Accounts payable, trade	9,130	2,029
Amounts due related parties	124,546	311,862
Deferred taxes	0	2,585,000
TOTAL LIABILITIES	133,676	2,898,891
Net asset value at June 30, 2011 and December 31, 2010	11,530,397	5,829,470
Commitments and contingencies (Note 7)	0	0
Common stock, $.001 par value, authorized 100,000,000 shares; 11,629,399 and 11,889,363 shares issued and outstanding at June 30, 2011 and December 31, 2010	11,629	11,888
Additional paid in capital	3,408,522	3,080,263
Stock subscription receivable	(15,100)	(14,750)
Accumulated net operating loss	(2,858,406)	(2,757,275)
Net realized gain (loss) on investments	(344,245)	(343,852)
Net unrealized appreciation (depreciation) of investments	$ 11,327,997	$ 5,853,196
NET ASSET VALUE PER SHARE	$ 0.99	$ 0.49